On the Start Date, the Client assigns all Existing Debts, Future Debts and Non-Notifiable Debts to HIF (as beneficial owner in relation to Northern Irish Debts). Each Debt created after the Start Date automatically and immediately belongs to HIF. HIF is not obliged to reassign a Debt to the Client.

3.1

The Client, by way of security, irrevocably appoints HIF, and any person to whom HIF transfers rights and/or obligations under this Agreement (with full power of substitution and delegation), to act on the Client's behalf to (a) sign any deeds and documents, (b) complete or endorse any instruments, (c) conduct or defend any proceedings and (d) take such other steps that HIF considers necessary to obtain payment or perfect HIF's ownership of any Debt or to secure performance of any of the Client's obligations to HIF or any Customer.

3.2

Where the Client is acting as trustee under any Scottish Trust then the words "on its own account and as trustee under any Scottish Trust" are inserted after the word "security" in clause 3.1.

Witness address

: HSBC Invoice Finance (UK) Ltd, Farncombe Road, Worthing, West Sussex BN11 2BW

1.

The Chairman reported that notice of the meeting had been given to all those persons entitled to receive notice and, a quorum being present, the Chairman declared the meeting open.

2.

There was produced to the meeting a form of agreement for the purchase of debts together with its schedule and accompanying Standard Terms and Conditions to be entered into between HSBC Invoice

Finance (UK) Limited (“HIF”) and the Company (the "Agreement").

3.

After giving consideration to the requirements set out in sections 171 to 177 of the Companies Act 2006, it was unanimously agreed that the entry into and execution of the Agreement was in the commercial interest of and for the benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole.

4.

After careful consideration by the directors of the terms of the Agreement and of the nature and scale of the liabilities undertaken by the Company under the Agreement, it was unanimously resolved that:

(a)

it was, in the good faith judgment of all the directors present, for the commercial benefit of the Company and was most likely to promote the success of the Company for the benefit of its members as a whole to enter into the Agreement;

(b)

the terms of and the transactions contemplated by the Agreement be approved;

(c)

the Agreement should be executed on behalf of the Company as a deed;

(d)

any two directors, or any director and the company secretary, or any director in the presence of an attesting witness (“Authorised Signatories”) be authorised to execute and deliver the Agreement as a deed for and on behalf of the Company and that (in either case) the same may be delivered to HIF with such amendments as the Authorised Signatories may agree with HIF;

(e)

any one or more authorised signatory (as defined in section 44(3) of the Companies Act 2006) be authorised to approve and execute any further documents, certificates and notices to be signed and/or despatched by the Company under or in connection with the Agreement; and

(f)

a copy of this resolution be endorsed on the Agreement.

Approved Countries

(a) United Kingdom, Ireland, the Isle of Man and the Channel Islands

(b) Group 1 Countries:

Automatic Funding Limit

United Kingdom, Ireland, the Isle of Man and the Channel Islands:

Debt Turn Target

N/A

Law

English law governs this Agreement

Minimum Term

12 months

Non-Notifiable Debt

The following categories are added to the definition of Non-Notifiable Debt in the Terms & Conditions:

Standard Payment Terms

United Kingdom, Ireland, the Isle of Man and the Channel Islands: Not exceeding net 75 days from date of invoice

Credit Protection Charge

For Approved Countries listed in paragraphs 3(a) and (b) 0.141 per cent of the Notified value of each Debt

Discounting Margin

1.80 per cent

Minimum Annual Charge

N/A

Same Day Payment Fee

(a) For Sterling payments nil for each requested payment by CHAPS, TT or any other  same day payment service to an HSBC Bank plc account held and administered in the United Kingdom;

(b) For payments in currencies other than Sterling a charge of £4.00, or the relevant currency equivalent, shall apply for each requested payment by CHAPS, TT or any other same day payment service to an HSBC Bank plc account held and administered in the United Kingdom; and

Service Charge

£45,000 per annum, payable monthly subject to Special Term 8 (c)

CBS Butler Ltd – Registered Number:  01654251, The JM Group (IT Recruitment Ltd) – Registered Number:  2979206 and Longbridge Recruitment 360 Ltd – Registered Number:  06745176.

(ii)

After the Commencement Date HIF may in its discretion:

(a)

agree to enter into an agreement for the purchase of debts with a person and add that Associates as a Connected Client; and

(b)

agree to terminate an agreement for the purchase of debts with a Connected Client

(iii)

An Associate will become or cease to be a Connected Client on the date that HIF confirms the names of the Connected Clients to the Client and the other Connected Clients.

(iv)

HIF may, at its discretion treat the occurrence of a Termination Event under a Connected Agreement as a Termination Event under the Agreement.

8 (d)

The “Special Limit” shall, at any time, be the maximum value of outstanding Debts, due from all Customers within the BAT Group (as defined below) that HF will consider the Eligible Debts calculated by applying the Special Limit Percentage (as specified below) to the aggregate value of all outstanding Debts which would rank as Eligible Debts but for the application of the Concentration Limit and Special Limit.

8 (e)

HIF shall only be obliged to treat Debts arising from contracts of sale in respect of the provision of permanent placements and executive searches as Eligible Debts to the extent that they do not exceed 5 per cent of all Eligible Debts outstanding at any one time.

8 (f)

Conditions 11 (Covenants) and 17 (Recourse and Reassignment) of the standard terms and conditions shall not apply to this Agreement.

1.

Other than in the ordinary course it will not, without HIF’s written consent (not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of cash to Staffing 360 Solutions Inc. or to any other US company owned by (either directly or indirectly) Staffing 360 Solutions Inc. (collectively, “ Staffing 360 “). For the purposes of this clause, “ ordinary course “ transfers shall be understood to mean (i) reimbursement for expenses made by Staffing 360 on behalf of the Client and (ii) any payments made for the purposes of satisfying the obligations associated with the Promissory Note between the Client and Staffing 360 Solutions Inc. In addition;

2.

It will not,  without HIF’s written consent (not to be unreasonably withheld or delayed) transfer, repatriate or otherwise dispose of any amount of cash greater than £200,000 (two hundred thousand pounds) to Staffing 360.

8 (i)  

Notwithstanding any other term of this Agreement, if the Client fails to satisfy the Debt Turn key performance indicator in accordance paragraph 8 (g) above, the Client shall discuss with HIF whether or not any changes need to be made this Agreement taking into consideration the extent of the Debt Turn key performance indicator.

(b)

providing you with credit facilities, any invoice discounting products (including asset based lending products) and other banking products and services, processing applications, credit and eligibility assessment; and

(c)

maintaining our overall relationship with you, including marketing services or products to you, market research, insurance, audit and administrative purposes.

2.1.1

Privacy is important to HSBC. Our Privacy Notice explains how we collect, use, disclose, transfer and store Customer Information and sets out your rights (and those of your Connected Persons) to your/their Customer Information. You can find this at www.business.hsbc.uk/legal.

2.1.2

You must ensure that the Customer Information provided to us is accurate and up to date and if we make a reasonable request for information, you must give it to us as soon as possible.

2.1.3

We will use Customer Information as explained in the Privacy Notice. In addition, we will give it to others if compelled to do so by law, we have a public duty to disclose it, we need to disclose it to protect our own interests (for example in any legal proceedings) or if we have your specific agreement. For example, if we believe you may have tax obligations in other countries, we may have to disclose information about you directly to all applicable Tax Authorities including HM Revenue & Customs (HMRC).

2.1.4

You must ensure that every Connected Person whose Personal Data we (or a member of the HSBC Group) may collect in relation to the provision of banking products and services to you has been notified of the Privacy Notice. If you, or anyone else on your behalf, has provided or provides Personal Data on a Connected Person to us (or any member of the HSBC Group) you must ensure that they have the authority to do so prior to the Personal Data being provided to us. You must at the same time as obtaining authority to provide Personal Data advise the relevant individuals that they have rights of access to, and correction of, their Personal Data.

2.2

Tax compliance

2.2.1

You acknowledge that you are solely responsible for understanding and complying with any tax obligations (including, but not limited to, tax payment and filing of returns or other required documentation relating to the payment of all relevant taxes) in all jurisdictions in which those obligations arise and relating to the opening and use of account(s) and/or Services provided by us and/or members of the HSBC Group and confirm that you will make all required reports to applicable Tax Authorities regarding the assets deposited in any accounts and any income earned from the account(s) and/or Services.

2.2.2

You confirm that each Connected Person (acting in their capacity as a Connected Person and not in their personal capacity) also makes the same acknowledgement in their own regard.

2.2.3

Certain countries may have tax legislation with extra-territorial effect regardless of your or any Connected Person's place of domicile, residence, citizenship or incorporation. Neither we nor any member of the HSBC Group provide tax advice. You are advised to seek independent legal and/or tax advice. Neither we nor any member of the HSBC Group have responsibility in respect of your tax obligations in any jurisdiction in which they may arise including any that may relate specifically to the opening and use of account(s) and/or Services provided by us and/or members of the HSBC Group.

2.3

Financial Crime Risk Management Activity

2.3.1

We, and members of the HSBC Group, are required, and may take any action to meet Compliance Obligations relating to or in connection with the detection, investigation and prevention of Financial Crime ("Financial Crime Risk Management Activity"). Such action may include, but is not limited to:

(a)

screening, intercepting and investigating any instruction, communication, drawdown request, application for Services, or any payment sent to or by you, or on your behalf;

(b) investigating the source of or intended recipient of funds;

(c)

combining Customer Information with other related information in the possession of any member of the HSBC Group; and/or

(d)

making further enquiries as to the status of a person or entity, whether they are subject to a sanctions regime, or confirming their identity and status.

2.3.2

Exceptionally, our Financial Crime Risk Management Activity may lead to us delaying,

blocking or refusing the making or clearing of any payment, the processing of your instructions or application for Services or the provision of all or part of the Services. To the extent permissible by law, neither we nor any other member of the HSBC Group shall be liable to you or any third party in respect of any loss (however it arose) that was suffered or incurred by you or a third party, caused in whole or in part in connection with the undertaking of Financial Crime Risk Management Activity.